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Pillsbury's "Winning Say-on-Pay: Top Five Supplemental Tips for 2020" supplements its March 2019 "Winning Say-on-Pay: Top Ten Executive Compensation Proxy Tips For 2019" (reported on here) with these suggestions:

• Consider the revised ISS financial performance assessment to evaluate compensation arrangements in advance of ISS review. See our prior report: "ISS Compensation Policies 2020: Preliminary FAQs" and the final FAQs.
• Describe in your 2020 proxy CD&A the specific program changes made in response to shareholder feedback on your say-on-pay vote (see above "Low Say-on-Pay" report).
• Avoid one-time awards, fiscal year-end changes to compensation and awards, and mid-year adjustments to annual bonus plans. See Glass Lewis's 2020 Proxy Voting Guidelines pages 31 - 35.
• Review NEO employment agreements to remove (or not renew) excess severance, single-trigger change-in-control benefits, tax gross-ups and multi-year guaranteed awards. See Glass Lewis's 2020 Proxy Voting Guidelines ("Say-on- Pay").
• Remove evergreen features from equity plans submitted for shareholder approval. See ISS's US Equity Compensation Plan FAQs pages 14 - 15.

Access numerous additional resources on our Say-on-Pay, and Proxy Advisors pages. This post first appeared in the weekly Society Alert!